Nano Mobile Healthcare proposes 20M-share Neptune deal

Q: How many shares does VNTH propose to issue for the Neptune transaction?

Nano proposes to issue 20,000,000 shares in total, subject to closing conditions. The allocation is 12,200,000 shares to acquire all 10,000 issued and outstanding ordinary shares of Neptune HK held through Neptune BVI, and 7,800,000 shares to independent investors for cash consideration.

Q: When does VNTH expect the Neptune transaction to close?

Nano expects the transaction to close in the fourth quarter of 2026. As of November 10, 2026, it had not closed and the Consideration Shares had not been issued; closing is subject to satisfaction or waiver of applicable conditions.

Q: How does Nano plan to account for the proposed Neptune transaction?

For pro forma purposes, management assumes a reverse recapitalization under common control, treating Neptune as the accounting acquirer and Nano as the accounting acquiree. Nano’s net assets are reflected at historical carrying amounts, with no goodwill or other intangible assets recognized.

Available on EDGAR 11/12/2026 - 08:42 AM EST Accepted by SEC EDGAR 11/12/2026 - 08:41 AM EST

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Nano Mobile Healthcare, Inc. (VNTH) disclosed a proposed acquisition of Neptune HK for 20,000,000 common shares, subject to satisfaction or waiver of the applicable closing conditions. Of these, 12,200,000 shares are allocated to acquire all 10,000 issued and outstanding ordinary shares of Neptune HK held through Neptune BVI; 7,800,000 shares are for independent investors for cash consideration. As of November 10, 2026, the transaction had not closed and the shares had not been issued; Nano expects closing in the fourth quarter of 2026. Upon issuance, the shares are expected to represent approximately 0.61% of Nano’s outstanding common stock, without giving effect to the voting and other rights of its preferred stock. Mr. Cheng Chung Sing holds approximately 85% of Nano’s total voting power and is Neptune HK’s ultimate beneficial owner.

For pro forma purposes, management assumes reverse recapitalization accounting under common control, with Neptune as accounting acquirer; Nano’s net assets are reflected at historical carrying amounts, with no goodwill or other intangible assets recognized. Nano published unaudited interim statements through September 30, 2026, prepared under U.S. GAAP and reviewed by AOGB CPA Limited. The pro forma information is informational only and unaudited. Nano described publication as a step toward current periodic reporting and intends to file its 2025 Form 10-K and 2026 quarterly reports as soon as practicable.

Positive

None.

Negative

Minor point. Forward-looking: it has not happened yet and may not happen.Going-concern risk is cited among uncertainties that could cause actual results to differ materially.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate Consideration Shares: 20,000,000 shares Shares allocated to acquire Neptune HK: 12,200,000 shares Shares allocated to independent investors: 7,800,000 shares +3 more

6 metrics

Aggregate Consideration Shares 20,000,000 shares Proposed transaction; issuance is subject to closing conditions.

Shares allocated to acquire Neptune HK 12,200,000 shares Allocated to acquire all 10,000 issued and outstanding ordinary shares of Neptune HK held through Neptune BVI.

Shares allocated to independent investors 7,800,000 shares To be issued to independent investors for cash consideration.

Neptune HK ordinary shares 10,000 shares Issued and outstanding shares to be acquired through the proposed transaction.

Expected common-stock representation Approximately 0.61% Expected representation of the Consideration Shares in Nano’s outstanding common stock, without giving effect to preferred-stock voting and other rights.

Total voting power Approximately 85% Held by Mr. Cheng Chung Sing.

Key Terms

reverse recapitalization, common control, accounting acquirer, historical carrying amounts, +1 more

5 terms

reverse recapitalization technical

"accounted for as a reverse recapitalization under common control"

A reverse recapitalization is a way for a privately held company to become publicly traded by taking control of an existing public company and swapping ownership rather than going through a traditional public offering. For investors it matters because it can quickly change who controls a company and reshape its share structure and value — like a homeowner swapping houses and keys rather than building a new one — so it can create sudden shifts in stock supply, dilution and market expectations.

common control technical

"a reverse recapitalization under common control"

accounting acquirer financial

"Neptune treated as the accounting acquirer"

The accounting acquirer is the party identified under accounting rules as having obtained control in a business combination; it is the entity that prepares the combined financial statements and records the purchase accounting entries. It matters to investors because that designation determines how the deal’s assets, liabilities, fair-value adjustments and goodwill are measured and reported, which affects reported earnings, balance sheet strength and comparability — like deciding which company’s books become the baseline after a merger.

historical carrying amounts financial

"reflected in their historical carrying amounts"

Pro Forma Financial Information financial

"Unaudited Pro Forma Condensed Combined Financial Information"

Pro forma financial information are adjusted financial numbers that show how a company’s results might look after a specific event or after removing one-time items, like a cleaned-up or “what if” version of its earnings. Investors use these figures to compare performance, judge future profitability, or evaluate the impact of mergers, restructurings or large transactions, but they require scrutiny because adjustments can make results look rosier than standard accounting statements.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares does VNTH propose to issue for the Neptune transaction?

Nano proposes to issue 20,000,000 shares in total, subject to closing conditions. The allocation is 12,200,000 shares to acquire all 10,000 issued and outstanding ordinary shares of Neptune HK held through Neptune BVI, and 7,800,000 shares to independent investors for cash consideration.

When does VNTH expect the Neptune transaction to close?

Nano expects the transaction to close in the fourth quarter of 2026. As of November 10, 2026, it had not closed and the Consideration Shares had not been issued; closing is subject to satisfaction or waiver of applicable conditions.

How does Nano plan to account for the proposed Neptune transaction?

For pro forma purposes, management assumes a reverse recapitalization under common control, treating Neptune as the accounting acquirer and Nano as the accounting acquiree. Nano’s net assets are reflected at historical carrying amounts, with no goodwill or other intangible assets recognized.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):	November 10, 2026

NANO MOBILE HEALTHCARE, INC.

(Exact name of registrant as specified in its charter)

Nevada	File Number: 000-55155	98-0659770
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Room 306, 3/F., Kwong Kin Trade Centre No. 5 Kin Fat Street, Tuen Mun, HK

(Address of principal executive offices) (Zip Code)

(424) 358-1046

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [X]

Securities registered pursuant to Section l 2(b) of the Act:

Title of each class Trading

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value of

$0.0001

VNTH

OTCMKTS

Item 8.01. Other Events.

Publication of Interim Financial Statements for the Quarters Ended March 31, June 30 and September 30, 2026, and Pro Forma Financial Information

On November 10, 2026, Nano Mobile Healthcare, Inc. (the “Company”) published its unaudited condensed financial statements as of and for (i) the three months ended March 31, 2026, (ii) the three and six months ended June 30, 2026, and (iii) the three and nine months ended September 30, 2026, together with the related notes (collectively, the “Interim Financial Statements”).

The Interim Financial Statements were prepared by management in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and were reviewed by AOGB CPA Limited (“AOGB”), Hong Kong, an independent registered public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) (PCAOB ID No. 7020), in accordance with PCAOB standards applicable to reviews of interim financial statements. In the opinion of management, the Interim Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Results for interim periods are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2026.

The Interim Financial Statements should be read in conjunction with the Company’s audited financial statements as of and for the years ended December 31, 2025, and 2024, including the Report of Independent Registered Public Accounting Firm of AOGB dated October 20, 2026, which were filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 22, 2026.

Unaudited Pro Forma Condensed Combined Financial Information – Proposed Acquisition of Neptune Engineering (Marine) Limited

On July 24, 2026, the Company entered into a Share Exchange and Acquisition Agreement (the “Share Exchange Agreement”) with Neptune Engineering (Marine) Limited, a limited liability company incorporated in Hong Kong (“Neptune HK”), and the shareholder of Neptune Global Engineering Limited, a British Virgin Islands company (“Neptune BVI” and, together with Neptune HK, “Neptune”). Pursuant to the Share Exchange Agreement, and subject to the satisfaction or waiver of the applicable closing conditions, Nano will issue an aggregate of 20,000,000 shares of the Nano’s common stock (the “Consideration Shares”) to (i) acquire all 10,000 issued and outstanding ordinary shares of Neptune HK, which are held through Neptune BVI, in exchange for an aggregate of 12,200,000 shares of the Consideration Shares; and (ii) issue an aggregate of 7,800,000 shares of the Consideration Shares to independent investors for cash considerations. No cash payment, promissory note or assumption of indebtedness is payable as additional consideration. Upon closing, Neptune HK will become an indirect wholly owned subsidiary of Nano (the “Proposed Transaction”). As of the date of this Current Report, the Proposed Transaction has not closed, and the Consideration Shares have not been issued. Nano currently expects the Proposed Transaction to close in the fourth quarter of 2026.

In connection with the Proposed Transaction, the Company is filing unaudited pro forma condensed combined financial information of the Company and Neptune, consisting of (i) the unaudited pro forma condensed combined balance sheet as of September 30, 2026, (ii) the unaudited pro forma condensed combined statements of operations and comprehensive (loss) income for the nine months ended September 30, 2026 and for the year ended December 31, 2025, and (iii) the related notes (collectively, the “Pro Forma Financial Information”). The Pro Forma Financial Information has been prepared in accordance with Article 11 of Regulation S-X and gives effect to the Proposed Transaction as if it had occurred on September 30, 2026, for purposes of the pro forma balance sheet, and on January 1, 2025, for purposes of the pro forma statements of operations.

Mr. Cheng Chung Sing, who acquired the Company’s Special 2021 Series A Preferred Stock on June 25, 2026 and thereby holds approximately 85% of the total voting power of the Company, is also the ultimate beneficial owner of Neptune HK. Taking into account this common control, Neptune’s substantive operations and the Company’s status as a non-operating shell company, management has assumed for purposes of the Pro Forma Financial Information that the Proposed Transaction will be accounted for as a reverse recapitalization under common control, with Neptune treated as the accounting acquirer and the Company treated as the accounting acquiree. Accordingly, the Company’s net assets are reflected in their historical carrying amounts, and no goodwill or other intangible assets are recognized. Upon issuance, the Consideration Shares are expected to represent approximately 0.61% of the Company’s outstanding common stock, without giving effect to the voting and other rights of the Company’s preferred stock.

The Pro Forma Financial Information is presented for informational purposes only. It is based on assumptions and estimates that management believes are reasonable, and it is not necessarily indicative of the financial position or results of operations that would have been achieved had the Proposed Transaction been completed on the dates indicated, or of the future financial position or results of operations of the combined company. Final adjustments may differ materially from those reflected in the Pro Forma Financial Information. The Pro Forma Financial Information has not been audited or reviewed by the Company’s independent registered public accounting firm and should be read in conjunction with the historical financial statements of the Company referenced above and the historical financial statements of Neptune HK which the Company intends to file upon the closing of the Proposed Transaction.

Periodic Reporting

The publication of the Interim Financial Statements is a further step toward the Company becoming current in its periodic reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2026 as soon as practicable.

Copies of the Interim Financial Statements are filed as Exhibits 99.1, 99.2 and 99.3, and a copy of the Pro Forma Financial Information is filed as Exhibit 99.4, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing description does not purport to be complete and is qualified in its entirety by reference to such exhibits.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, including statements regarding the Company’s intention to file its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and to become current in its reporting obligations, and the expected completion, timing and accounting treatment of the Proposed Transaction. Words such as “intends,” “expects,” “plans,” “will” and similar expressions identify forward-looking statements. These statements are based on management’s current expectations and are subject to risks and uncertainties, including the Company’s ability to continue as a going concern and the risk that the closing conditions to the Proposed Transaction are not satisfied or that the Proposed Transaction is not completed on the anticipated timeline or at all, that could cause actual results to differ materially. The Company undertakes no obligation to update any forward-looking statement, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

99.1

Unaudited Condensed Financial Statements of Nano Mobile Healthcare, Inc. as of and for the three months ended March 31, 2026 and December 31, 2025

99.2

Unaudited Condensed Financial Statements of Nano Mobile Healthcare, Inc. as of and for the three and six months ended June 30, 2026 and December 31, 2025

99.3

Unaudited Condensed Financial Statements of Nano Mobile Healthcare, Inc. as of and for the three and nine months ended September 30, 2026 and December 31, 2025

99.4

Unaudited Pro Forma Condensed Combined Financial Information of Nano Mobile Healthcare, Inc. and Neptune Engineering (Marine) Limited as of September 30, 2026 and for the nine months ended September 30, 2026 and the year ended December 31, 2025

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NANO MOBILE HEALTHCARE, INC

Dated:

November 10, 2026

By:

/s/ Roy Watson

Roy Watson

President

Exhibit 99.1